WHEREAS, it is desirable that the policy to avoid conflicts of financial interest be clarified and spelled out in a Resolution of the Board;
NOW, THEREFORE, BE IT RESOLVED, that this Board hereby adopts the following policy with respect to possible conflicts of financial interest among the members of the Board, Volunteers and the staff of the Organization:
Service on the Board and as a Volunteer for the Organization is purely voluntary and shall not be used as a means for personal or private benefit or inurement. This provision shall not be deemed to prevent a member of the Board or a Volunteer from fairly representing his or her association with the Organization on a resume or in other personal publicity.
No member of the Board or Volunteer who is a vendor of goods or services to the Organization or is affiliated (as defined below) with any vendor of goods or services to the Organization or with a competitor of any vendor of goods or services to the Organization, shall vote on, or participate on behalf of the Organization in the administration of, any contract with such vendor.
No member of the Board or Volunteer who is a competitor of the Organization or affiliated (as defined below) with a competitor of the Organization shall vote on, or participate on behalf of the Organization in the administration of, any arrangement in which such competition exists or may exist.
No member of the Board or Volunteer who is a recipient of grants, goods or services from the Organization or is affiliated (as defined below) with a recipient of grants, goods or services from the Organization shall vote on, or participate on behalf of the Organization in the administration of, any contract or other arrangement with such recipient.
Such person shall, upon request of any member of the Board or committee, leave any meeting for the period of time the Board or committee is discussing any arrangement with which he or she has an affiliation.
No member of the staff of the Organization shall, without previous approval of the Executive Director (or in the case of the Executive Director, the Committee on Management Evaluation and Oversight), be, or be affiliated with, either a vendor to, or recipient of grants, goods or services from, the Organization.
No individual or entity with which a member of the Board, a Volunteer or staff is affiliated shall receive any special consideration by the Board or staff. There shall be no variation in the procedures for processing grants to or contracts with such affiliated entities or individuals, except that additional scrutiny may be applied to such consideration, and the Organization shall follow such procedures as are necessary or appropriate to assure that the transaction does not constitute an "excess benefit transaction" under the Internal Revenue Code.
A Volunteer shall include any person, other than a member of the Board of Governors, who serves as officer, editor, committee member, or section officer of the Organization, and any principal investigator on a grant or contract administered by the Organization.
A person shall be deemed to be affiliated with an entity if the person
A person shall be deemed to be affiliated with an individual if such individual is a spouse, parent, sibling, child, or member of the immediate household of such individual or has a material economic relationship with such individual.
Where a member of the Board or a Volunteer is unsure whether a conflict or affiliation exists, he or she shall disclose the relevant facts to the Secretary (to the Treasurer in the case of the Secretary). Where a member of the staff is unsure whether a conflict or affiliation exists, he or she shall disclose the relevant facts to the Executive Director (to the Committee on Management Evaluation and Oversight in the case of the Executive Director). The member of the Board, the Volunteer or staff shall abide by the decision so rendered as to the existence or non-existence of a conflict or affiliation.
Nothing in this policy shall prevent a member of the Board who is or is affiliated with a recipient of grants, goods or services from the Organization from participating in discussions or decisions relating to the scope or quality of grants, goods or services provided generally to such recipient and other persons similarly situated.
Each member of the Board, Volunteer or staff shall advise the Secretary (the Executive Director in the case of staff, the Committee on Management Evaluation and Oversight in the case of the Executive Director, and the Treasurer in the case of the Secretary) of any conflict or potential conflict of interest when such person becomes aware of any such relationship that has not previously been disclosed.
Upon approval of this Resolution, a copy of the resolution shall be sent to each staff member, Board member, and Volunteer and shall be posted on MAA ONLINE. Subsequently, this resolution shall be included in the staff manual given to all employees and provided to all Board Members and Volunteers. As part of their annual review all staff members will be asked to update their conflict of interest forms. Similarly, all Board members will be reminded of this policy during an annual meeting of the Board.